Act of Desperation
by Psychoblue
Summary: Summoned from beyond the grave to the Majigen by a familiar voice, the Scarlet Spider takes on one final battle as he attempts to fight the powerful Jedah, but will his resurrection be all for nothing against such an overwhelming foe? Sequel to Where the Wind Blows, starring Ben Reilly, Lilith Aensland, and Jedah Dohma. M for violence. Edit: UPDATED!


_"Help me..."_

He wasn't sure how long had been conscious when he realized that it was pitch black, only that the woman's voice was calling out to him. Where was it coming from, he wondered as he tried to open his eyes. When darkness still surrounded him, a very slight wave of panic set over him, and when he tried to say something, he found himself unable to take any kind of breaths needed to speak. It wasn't that it was dark, but more that he didn't have any eyes with which to see, nor any lungs or vocal chords to speak or breathe.

_"Please help me..."_

If he had no eyes and no lungs, why did he have ears to hear this poor woman's voice calling to him? "W...wa...where?" he finally managed to sputter out, realizing that he could now speak with words. Taking deep gasps for air, the man opened his eyes and the darkness finally broke, and immediately he wondered if he was trapped in a nightmare. Instead of being in a city, or a forest, or some other place he might have been before, everything around him was a mass of contorted red flesh. The floor appeared soft and tender like skin, and the walls were covered in tendrils and buds that dripped with the red liquid that could only have been blood.

As he struggled to remember how he got there, he instead recalled something even more important. His name was Peter...no, that wasn't right. His name was Benjamin Reilly now, taken after his beloved uncle that was killed by a gunman that he had a chance to stop, but didn't due to a petty grudge that meant absolutely nothing. Ben sacrificed the name "Peter Parker" when he decided that his brother was more worthy of the name than he was. "No...more than my brother," Ben said aloud as he turned his head to see that his hands were bound to the wall of visceral glop. "Peter is my clone...or I'm his clone."

Pulling forward, Ben easily broke free of the tendrils that he was attached to and fell to the floor, landing on his fingers and toes in a way that only someone with the proportionate strength and agility of a spider could. Ben took a moment stand up and look at the clothes he was wearing: a red bodysuit underneath a sleeveless blue hoodie with a black spider emblem splashed across the front. Brushing back his long brown hair that was still wet and sticky from being up against the wall, Ben lifted his right hand and finally noticed that all that time, he was holding something: the all-too-familiar mask of the Scarlet Spider.

Finally, he recalled his most recent memory: being impaled by he and Spider-man's arch-nemesis Norman Osborn, AKA the Green Goblin, and then dying in Peter's arms after wishing him happiness. Taking another look around, Ben wondered if maybe he was a bad person and this place was actually Hell. Even though he was indirectly responsible for the death of his uncle, he would have thought that he repented for his sins one-hundred fold during his many adventures as the Spider-man or the Scarlet Spider. Perhaps all of those fights he had with his many enemies caught up with him and he was judged for them rather than his nobler deeds like pulling people out of a burning building, or helping evacuate an area during one of the many catastrophes that would follow him around.

_"Help me..."_

There was that voice again, so familiar yet Ben did not have the slightest idea who it belonged to. Every time he tried to rack his brain about who it belonged to, his head became light and a deep vertigo enveloped him. It was as if there was something purposely blocking where it came from, or the power to recall who the voice belonged to was something that his mortal mind wasn't up for. Whoever the voice belonged to, though, it was definitely coming from somewhere in the strange world Ben found himself in, so he stepped away from the wall and walked past the fleshy corridor to where the light was a little bit brighter.

"Holy-"

Ben couldn't contain his shock as he soaked in the macabre world that he stepped into. His feet were now under a firm bridge of flesh that felt like the roof of a mouth, with yellow fanged teeth lining the bridge like rocks in a lawn. Around the bridge was the uncomfortable sound of anguished moaning as half-melted shadows of humanoids reached out for someone to save them...and beyond them was a massive sleeping creature that resembled some crude parody of a human baby, still red and raw having not fully developed. Following its umbilical cord with his eyes, Ben traced the other end of it to the other side of the bridge, where a figure in a weird dark blue coat and hat with long wing-like ears at the end stood in front of a woman attached to the wall just like Ben was a minute ago.

Not wanting to be heard or seen, Ben quickly put his mask over his head and embraced his alter-ego as he shoot a line of web fluid to the fleshy ceiling and swiftly leapt into the air and perched upside-down on the ceiling before crawling across it and approaching two figures. Apart from having that weird dark blue coat, the man also had two huge blades coming down across his back like wings, and the more he looked at his "hat," the more Ben realized that it wasn't a hat, but an extension of his head. Combine all of that with his light blue skin, red eyes, and long crimson fingernails, and Ben could easily deduce that the man wasn't human. If this was Hell, then maybe this was one of the demons that lived there.

Turning his head slightly to focus on the woman, Ben's eyes widened as something nagged at him. Though the woman's body was well-endowed, with a red corset hugging her torso and blue bat-printed stockings covering her shapely legs, her facial features slightly obscured by her long lavender hair were youthful...and familar even though Ben could not recall where he had seen the woman before. The nagging seemed to imply that she was important to him in some way, and seeing the strange man put his hand around her chin as she recoiled made him angry...but why?

"...you can stop crawling on the wall," the man said without lifting his head. "I know you are crawling above me."

_Damn, _Ben cursed under his breath as he detached himself from the ceiling and fell back down to the bridge, landing on one hand poised to attack. Even though the strange had yet to do anything to display any kind of power, Ben had faced more than his fare share of scoundrels to know when someone was bad news without having to actually see what he was capable of. He gave off the aura of a cold-blooded mass murderer, not at all different from the bad vibes he would get from someone like Carnage or Hobgoblin.

Turning around to face his guest, the man looked down at the crouched Ben and put a hand on his chest before bowing his head politely. "My name is Jedah Dohma," he said calmly as a devilish grin came over his face. "Please, do not be alarmed by my appearance or our surroundings: I understand that I can appear intimidating to a soul from the human world, and I can only imagine how confusing it must be for a disembodied soul to be suddenly granted form and awaken in this place."

"...you lost me," Ben replied dryly, not put at ease by Jedah's words in the slightest thanks to the waves of sinister intent that radiated from him like plutonium.

The grin on Jedah's face faded as he turned around to the woman he was holding captive. "The room you see around you is called the Majigen, a dimension of my own design that was created to act as the incubator of the fetus of the God that will restore Makai. In order to give Him the nutrients necessary to develop, I've had my servants collect souls from several different dimensions and have them act as food. Every now and then, a soul will break free and wander across the room looking for a way out, and then Majigen will grant that soul a form. It's an anomaly I'm still trying to correct, so bear with me."

_Disembodied soul...is that all I am right now?, _Ben wondered as he again tried to recall how he got there. Given the gaps in his memory and how his most recent memory was being impaled, Jedah's explanation made sense...but that didn't change the fact that this man was tormenting the poor woman whose despair was made evident by the panic in her red eyes. "Let her go," Ben said sternly as he rose up with his fists clenched.

"Hm?" Jedah turned his head slightly to see Ben ready to fight, but it was not because he was concerned as much as he was curious. "Now that I think about it, I do remember looking into Lilith's memories and seeing someone that looked like you. Perhaps in trying to break free, she subconsciously called out to the realm of the dead and summoned you here to help her." Turning back to the woman he dubbed Lilith, Jedah stroked his chin thoughtfully before smiling at her panic. "Even when trying to fight my influence, you had enough of your wits about you to use that much power and invoke necromancy. Once again, you support the faith I've had in you when I created you."

When Jedah once again lifted his hand to stroke Lilith's face, he was stopped by a ball of web fluid that exploded on impact and encased his hand into a cocoon of sticky mess. Turning back around to face his guest fully, Jedah looked at his encased hand, then and Ben whose arm was still extended from firing the web ball, and then back at his hand...and his grin approached cheshire levels. With a slight tic of his eyebrow, the cocoon was torn apart by Jedah's fingernails suddenly extending forward like spears, stretching out so far that they would have impaled Ben if not for his precognitive Spider-sense warning him of danger.

With a graceful backflip, Ben evaded Jedah's sudden attack and tensed up for battle, but Jedah merely put his hands in the pockets of his pants, giving Ben a look of confident arrogance as if he knew full well that he could rip Ben apart in an instant if he wished. "As for your request, I am afraid that I cannot oblige you," Jedah said calmly as he lifted one of his hands and pointed to Lilith, whose eyes were very slowly losing their luster. "You see, Lilith is actually one of my creations: I took a fragment of Morrigan Aensland's soul and gave it form to create her, and then waited patiently for her to gather souls for the Majigen using her unique powers."

"Morrigan...Morrigan was that succubus lady that helped us fight Onslaught," Ben recalled out loud.

"When I created Lilith, she was little more than a childish imitation of Ms. Aensland...but now look at her. She has blossomed into a woman, more beautiful than the rarest jewels in Makai...and now that she has matured, she is ready to return the investment I put on her when I created her," Jedah hummed with sadism as he reached out to the strange baby creature beyond the bridge they stood on. Suddenly, the baby opened its burning eyes and cooed as the umbillical cord detached from the room and moved about like a tentacle, slowly creeping towards Jedah into its tip touched his hand. Delicately wrapping his hand around its tip, Jedah turned around to Lilith and waited for her head to go limp and her beautiful face to go from a panic to an unconscious slump, with her red eyes vacant and empty.

"What are you up to?" Ben growled as he prepared to strike.

"The preparations are complete: Lilith's body has finished being primed by the Majigen for the magnificent task she was created for," Jedah replied with the umbilical cord still wiggling in his hand. "Originally I was going to use Morrigan for this, but now that Lilith has reached maturity, I will instead use her to be the progenitor for the new God that will save Makai. Once He is born, she will become the final soul He consumes and then the new era of prosperity and peace will begin...of course, the human realm will probably be destroyed in the process, but you can't make an omelet without breaking eggs."

Firing a strand of web at the cord in Jedah's hand, Ben quickly yanked it out of his grasp and pulled it towards him. Once the cord was in his hand, Ben turned to the grotesque giant monster baby and let his anger simmer. He still wasn't sure how he came to this horrible place or what Jedah was talking about with the human realm being destroyed, but there were one thing he did know for sure: there was a woman who needed his help. As long as even one person called out to him, Ben would be ready to answer the call. "I've never been one to make a fuss about abortion," Ben quipped as he tightened his grip around the cord, watching the baby's eyes widen, "but I think, just for today, I'll toss my hat in as 'pro!'"

It seemed like a good idea at the time, but Ben quickly learned to regret his decision to forcefully pull the umbilical cord from the baby when it let out an impossibly loud scream when he tugged. Dropping the cord and letting out his own roar of pain, Ben covered his ears and hoped that his head didn't explode from the unholy feedback that echoed across the corridors of the room, threatening to tear it apart. Arteries within the room burst like balloons, spraying blood around anything near it, and the moans of the poor souls trapped in the room screamed along with the baby to make the sound even louder.

_"Please help me..."_

"W-working on it," Ben stammered as he tried his best to ignore the horrible shrieking of the baby and turned back to where Lilith was still attached to the wall. Noticing that Jedah was no longer there, Ben made a quick judgment call to focus on getting Lilith out of the wall and then worry about where he ran off to later. Firing a strand of web to Lilith's sternum, Ben gave a mighty tug and ripped her free from the wall like a band-aid. The shrieking only got worse, and Ben could feel something wet coming from his ears underneath his mask, but he continued pulling Lilith away from the wall as the tendrils reached out to her trying to pull her back.

Finally, Ben managed to get her away from the tendrils' grasp and pull her into his arms. Now that he was directly next to her, he again tried to remember where he had seen the woman before. There was a few women named "Lilith" he had encountered in his career as both Spider-man and the Scarlet Spider, most of them with superpowers like this lady apparently had with the sharp red wings on her lower back and smaller set of wings jetting from the sides of her head were any indication. This woman made Ben's heart flutter the more he gazed at her, which only confused him further. If he was reacting to her in the same way he would react to Gwen or Janine, then she was clearly someone who had a past with him...but what was it?

Sparkles of life began to return to her eyes as she moved her head to see Ben cradling her, and a warm smile came across her lips...but the smile quickly faded as she turned away from his masked face and looked beyond a shoulder. A second later, Ben's spider-sense gave him an invincible punch to the back of his head, alerting him to jump out of the way of an impending attack. With Lilith still in his arms, Ben sprang forward and avoided the business end of a large scythe that would have sliced him in two had he been an instant slower to react. Turning around to face his attacker, his Spider-sense once again went off and prompted him to jump into the air to avoid Jedah's extending fingernails piercing him.

Landing behind the demon, Ben slowly placed Lilith on the ground and crouched down slightly in a ready position, raring to strike out at this fiend that not only tried to skewer him, but impregnate this poor young lady against her will using a fetus fueled by thousands of unwilling souls put in torment by him. He had been gifted with great power, and with that came great responsibility...and right now, his responsibility was to stop this madman from doing as he pleased. "How would you like your beatdown, Freaky Smurf?" Ben asked rhetorically as Jedah's fingernails retracted. "Quick knockout, or broken bones?"

"Oh, you misunderstand," Jedah replied with an unsettling sense of calm as Ben took to the air and lunged forward with his feet in front of him for a Web Swing kick. No sooner had his web made contact with the ceiling, however, Jedah's index fingernail extended to sever the web with precision and ease, resulting in Ben falling back to the floor of the bridge. Landing on all fours, Ben's Spider-sense once again went off and the ground below him turned a dark crimson. Jumping backwards, Ben watched the crimson pit open to reveal sharp hands reaching out madly. "This will not be a beatdown: this will be a death...yours, as a matter of fact."

With his fingernails once again extending, Jedah attempted to impale Ben like he had intended to do previously, but Ben was quick enough to avoid the nails and lunge forward with another strand of webbing firing from his hand. This time, the strand struck Jedah in the chest and Ben used the strand to pull Jedah towards him as he was lunging towards him. With monentum on his side, Ben collided feet-first with the tall demon's chest...which promptly exploded upon impact like it was made of something much lighter than flesh and bone. Covered in blood, Ben fought the urge to gag as the innards of Jedah stained his clothing and he could feel the wet fluid soak through his body suit...and an instant later, Ben screamed in pain.

The blood was drying into sharp points that dug into Ben like millions of needles, pulling themselves out of his body and then liquifying on the ground to flow back into where Jedah was reassembling himself. Whereas Ben was stained with Jedah's blood a moment ago, now his costume was stained with his own blood from where Jedah's deadly bodily fluids attacked him upon impact. "W...what the heck?" Ben managed to creek out through the horrible pain he was in, watching Jedah's body rise back up with the hole in his chest closing. "What are you?"

"Not someone you can possibly hope to defeat," Jedah replied nonchalantly before casually tossing what appeared to be a throwing star Ben's way. At first, it didn't seem like he threw it with enough momentum to catch him, but then the star rapidly increased in size and speed, creating a buzzsaw of blades that zipped towards Ben with lethal force. Though he was able to use his agility to weave out of the way, Jedah still had plenty more where that attack came from, and he continued to gently toss those weapons his way.

After evading five of them, Ben approached a distance where he'd be able to strike Jedah, and he correctly ducked over a horizontal swipe of his red fingernails to strike Jedah with a jumping uppercut. With both of them launched into the air, Ben brought his opposite hand down in a hammer and sent Jedah crashing back down to the bridge with a Spider Sting attack. The impact of the attack was enough for Jedah's body to literally go splat against the floor, his entire body exploding in a mess of foul-smelling red liquid.

_Don't breathe the fumes, _Ben told himself as his Spider-sense went off as red smoke came from the puddle he created. Being careful not to fall to the ground where the puddle was waiting for him, Ben fired a web line to the ceiling and perched himself there as he waited for the puddle to reassemble into Jedah's default form. Sure enough, the a legion of red hands emerged from the puddle randomly grabbing and groping for something to come its way, yet their target was nowhere close to them. Now all he had to do was wait for Jedah to come back up wondering why he didn't get anything, and then Ben would surprise him with-

"Ingenious for a human."

Ben's eyes widened as his Spider-sense warned him of his foe emerging from the ceiling with his scythe ready to reap his life. Falling back down to the bridge to avoid Jedah's attack, Ben landed on his feet and looked up to see Jedah grinning at him maniacally...and an instant later, he realized why. By falling back down to the ground while the puddle was still active, he had been duped into Jedah's first trap by avoiding the second. The hands from the puddle grabbed Ben's ankles, squeezing tightly until the hands became sharp blades, cutting into his feet while moving up to his legs to do the same.

"AAAGH," Ben roared as he fired a web line to the nearest wall and yanked himself free from the trap, but it was already too late. The blood from the puddle had already mixed with his bloodstream, and now it felt like his entire body was trying to dig out of itself. His entire body started to itch horribly and he had to use all of his willpower to keep from falling into a fetal position scratching wildly, but still he remained focused on the task at hand. As bad as this was, he'd been subjected to much worse.

Watching Jedah descend to the ground, Ben fired a pair of web balls at his enemy and watched them explode on his hands. Predictably, Jedah used his nails to break free of the webs covered him, but it was the only delay that Ben needed as he took to the air and sprayed a wide net of web down on Jedah, trapping him in its sticky matrix as Ben flipped forward in mid-air to drag Jedah across the ground and into the air along with him. Flipping forward once more, Ben used all his might to slam his sack of webbing against the bridge, hoping to stop his opponent with his Ultimate Web Throw...but frustration set in when he realized that when he slammed it down, there was no weight holding it.

"Where did he-AGH!"

He wouldn't have to wonder long as those red fingernails of Jedah finally hit their mark, piercing Ben in his back and exiting through his front. Tasting blood in his mouth, Ben could do nothing but allow Jedah to keep him suspended in the air with the nails acting like puppeteer's strings before the nails retracted and he fell to the ground in a heap. "I told you: this would only end in your death," Jedah hummed as his scythe re-appeared in his hands, walking towards his quarry with the blade dragging against the ground while Ben struggled in vain to get up even as his blood pooled on the ground. "You fought well, if brief-"

"SHINING BLADE!"

In what could only be described as karma, Jedah was delivered what he intended to deliver to Ben: vertical bisection with a blade. This blade came not from his scythe, however, but the sharp ruby wing of the woman that he had created for the express purpose of violating her horribly on this very day. Rising into the air with a sharp uppercut, Lilith gracefully back down to the ground and landed between the sliced Jedah and the impaled Ben, charging her pink ki into her fists in preparation to obliterate her captor. "Get...," Ben whispered hoarsely as his fading vision told him what was happening. "Get...away..."

Too late.

From one half of his body, Jedah extended his arm and grabbed onto Lilith's head, gripping her tightly and smiling at the panic in her eyes while his body sealed itself together. "You really are a curious succubus, my child," Jedah said softly as Lilith struggled madly to break free, firing off bat-shaped bolts of pink ki in random directions in a panic. "Humans should be nothing more than food to you, yet you treasure your prey even after you've taken your fill. What difference should it make if this one lives or dies? He is nothing more than a shadow of someone else: there is nothing unique about his soul that would make it worth treasuring."

"H...he's my soul mate," Lilith stammered as a tear fell from her face. "He's a c-c-clone like me..."

Finally, the nagging feeling that Ben had been struggling with as to the identity of this girl became a sudden epiphany. During the battle with Onslaught in which two different worlds were forced to join forces to end his mutual threat, he had been knocked out by a Sentinel and was subjected to a strange dream where a beautiful woman with lavender hair playfully chased him across New York, until finally revealing herself to be a clone just like him. Proclaiming that they had found each other, the two were prepared to intertwine their destinies when Ben suddenly woke up back to reality. Though they had promised they would find each other again when they woke up, he never had a chance to: not long after the battle, Ben was murdered by the Green Goblin and the woman returned to her own world.

The dream had now become a nightmare: Lilith and Ben were reunited, but now it was only for them to be slaughtered by this demon.

"Is that what tickled your fancy with this one?" Jedah tilted his head to look back at Ben struggling to breathe yet still crawling towards him with nothing but defiance and bravery fueling him. Looking back up to Lilith to see her head trying to turn back to where her hero was lying, the demon stroked his chin once before stomping his foot on the ground and crushing the succubus' hopes by summoning a sword from the floor that erupted from the ground and impaled Ben through the chest, just as he had been impaled at the conclusion of his first attempt at life. "Well, I suppose that will keep me from worrying about it later."

Lilith tried to scream, but Jedah covered her mouth before she could and instead relished the terrified gleam in her eyes as he once again summoned the umbilical cord that he was going to implant within her before Ben interfered. Even with his dying breaths, Ben couldn't help but think about the cruel hand fate had dealt him: resurrected only to die again, only this time he would be dying without having saved the person close to him. At least when the Green Goblin killed him, he could rest knowing that he had saved Peter's life in the process. Now he was going to die while the woman he set out to protect would be subjected to a fate far worse than death, used an the instrument of the apocalypse.

_"Help me."_

_She needs me._

Yet again, he could hear her call out to him, even though her mouth was covered by Jedah's clawed hand. He wanted to do something, but his body was bleeding for too much for him to recover. He should have already been dead, but Ben refused to go down quietly. Jedah had made the mistake of retracting the sword back into the ground, and though the connection from his legs to his body was not quite as sturdy as it would be if not for the gaping hole in his torso, there was still enough of him left to mount one last assault. He still had all his body parts, so why couldn't he use them?

_"Please help me."_

_Get up._

Ben fought the darkness that was consuming him, once again demanding his dying body to obey the final task he wanted from him. Jedah was taking his sweet time coming over to Lilith with that cord, wanting her to think about her fate as the mother of what could only be described as the anti-Christ, to give birth to this horrible thing so that she could be torn apart by it and die as it destroyed countless more lives. If he could just stand up, Ben could take advantage and knock Jedah's daylights out and save her. Then, and only then, would he allow himself to die.

The only reason he was alive right now was because Lilith called out for him in her darkest hour, and he defied the rules of life and death to come to her aid. He would not...could not allow himself to go back to whatever afterlife he was residing in until he fulfilled his mission.

Ben felt a gentle warmth fill his body as he clung desperately to life. That was certainly a start, given the last time he died, all he could think about was how cold his body was becoming. Now came the hard part: getting back up. The warmth was only getting more and more intense, and gradually his body started to regain feeling. Moments later, the warmth became an intense fire, and though it was painful, Ben let out a scream of defiance as he used that warmth to begin his final attempt to save the woman who he made a promise to find again.

_"I love you."_

_GET UP!_

Whereas darkness threatened to consume him moments ago, now his vision was as clear and vivid as ever, maybe even more so now that his resolve was running full blast. Slowly standing back up, Ben turned to Jedah and noticed that the confident look on his face was now gone, and he had even dropped Lilith to pay attention to his foe. Looking down at his body, Ben suddenly gained an idea why he was so concerned: his costume had taken on properties that were impossible given the material he made them from, gaining white speckles that radiated cosmic light while his hands glowed with yellow energy. _I...I think Peter told me about something like this, _Ben thought through the rage and defiance as he took a step forward while Jedah reformed his scythe and bared his teeth. _Something about being granted cosmic power when...worry it about it later, Ben! First he falls, then you can think!_

"That awful light," Jedah growled as he lifted his scythe while Ben's slow walk evolved into a full run. Rearing back for a killing swipe, Jedah's voice raised into a shriek. "The room has no place for that kind of light!"

Bringing his scythe down to slice his enemy, Jedah's attack was proven futile as the weapon vaporized around the Scarlet Spider's newfound aura, and then his head followed suit as Ben punched him with more force than what modern science could record. The fetus' screams of terror in the background from the terrible light were nothing more than a whisper to Ben now, and the only concern he had for them was that they were hurting Lilith's ears. Her screams were loud and clear, and he promised himself that before this was over, Jedah would never make her scream again.

The impact of the punch sent a shockwave that almost blew Lilith away like a thistle in the wind, and she spread her wings hoping to have them act as buffer so that she didn't become an unintentionial victim of her savior's wrath. She wouldn't have to worry for long, as Lilith was anchored in place by a strand of web that whizzed past her and mounted itself onto one of the fleshy walls. Holding onto the rope of web until the wind died down, Lilith carefully placed her feet back down onto the ground and smiled as Ben turned back around to face her while Jedah's decapitated body fall to the ground, melting into a puddle of red moments later.

"...are you alright?" Ben asked with a chilling quiet fury, still incensed from the horrible deeds of his opponent whose head he just obliterated. Though Lilith was a succubus who thrived in the dark, she could feel the powerful aura of light radiating from Ben...and it felt warm and comforting. She opened her mouth to say something, but the words were stuck in her throat. Moments ago, she watched him be impaled by Jedah's fingernails and blades, and had abandoned hope as a result. Then, when all seemed lost, her savior rose once more wielding the power of the heavens themselves. Though it was taboo for most Darkstalkers to rely on such things, Lilith was certain she had witnessed a miracle.

With the words of joy still stuck in her throat, Lilith instead opted for a smile as she spread her wings and flew towards Ben, where she could embrace him like she had wanted to before cruel fate pulled them apart...but just as she was about to reach him, Ben suddenly ducked down out of her reach. Stumbling in the air, Lilith looked down and realized he wasn't ducking, but pulled down into the abyss of crimson liquid he made the mistake of stepping in. Realizing what was happening thanks to his Spider-sense alerting him of the danger, Ben quickly fired a web line upwards to anchor him as he was pulled into the abyss.

Seeing nothing but a deep vermillion around him in the liquid abyss he found himself in, Ben held his breath to keep from drowning as Jedah seemingly materialized in front of him with a crazed grin on his face. "This is my fault," he hummed with sadistic glee before snapping his fingers. An instant later, the liquid around Ben suddenly became solid and sharp, slicing at his body from all sides even as he struggled to swim back to the "surface" of the void. "I should have killed you quickly instead of drawing out your agony. Forgive me for having too much fun with...no..."

As Ben's struggling continued, Jedah realized with dismay that it was not his death throes, but him trying to contain the mysterious aura that was rapidly approaching critical mass, threatening to explode like a dying star. "No," Jedah whispered once more as Ben screamed something that was muffled by the liquid dimension he was trying to break free from. Materializing his scythe to once again try and decapitate the mortal that defied, Jedah tried to prevent the inevitable from occurring, but he realized instantly that it was a futile gesture.

With a nova of luminous wrath, Ben sent a shockwave of energy across the dimension that vaporized the liquid around him, sending him rocketing upwards into the small gap that separated the dimension from the Majigen and breaching it. Having enough sense about him to land on his feet, Ben turned to the shocked Lilith and opened his mouth to speak, but instead coughed as the red liquid Jedah tried to drown him in was cleared from his body. Even with all of his newfound might, he was not completely infallible. He was pretty sure when Peter recalled the tale of his experience with this power, he mentioned something about being able to breathe in space...

It was a small moment of vulnerability, but it was all that would be needed to turn the tide as Jedah rose back up from the ground with his scythe in his hands, his face contorted into a snarl. Seeing his foe still coughing up what remained of the dimension he vaporized, Jedah leapt into the air and let out a screech as he prepared to slice his opponent to ribbons...but once again he was denied his enemy's soul as he was stopped by Lilith's sharpened wing intercepting his weapon.

"You...you wish to be with him, don't you," Jedah growled as he hovered away as Lilith pushed him back and unleashed a blizzard of screeching lethal bats of ki his way. Watching Lilith take flight and make a beeline for him, Jedah spread his own wings and prepared for an evasive maneuver. Unfortunately for him, another webline from the wall-crawling mortal down below kept him anchored long enough for the full wrath of the Brilliant Shower of bats to tear into him, cutting his aqueous body apart just before Lilith lifted her arm and morphed wing to literally drill into Jedah's face and splatter his head in all directions.

"Stay away from him," Lilith shouted as what remained of Jedah crashed down onto the floor like water being tossed out onto the street. Being careful not to put her feet on the ground but still putting herself between her savior and her creator, Lilith's red eyes burned with fury as she charged her ki once more, waiting for Jedah to put himself back together so she could splatter him again. "You might have created me...but I will never let you control me, and I will DEFINITELY not let you take away the people that are important to me!"

But as Jedah's body to reassemble itself, Lilith was rendered silent as she felt a strong gust of wind blow past her...and an instant later, she realized it wasn't a stray gale, but Ben dashing in front of her with inhuman speed to that he could protect her from whatever horrible attack Jedah had planned next. Even though he literally been pulled from death into this horrible place, Ben would not stray from the vow he made with his second final breath as he bled to death once more: he would protect the woman who called out for him, and make sure that she would never scream again because this madman withheld some perverse right to torture her because he created her.

Watching Jedah's head regenerate, Ben waited for demon take flight with the wings on his back flapping madly. "You are a devil in this world, spider," Jedah growled before hurling a handful of those strange expanding shurikens at him. "Be stamped out for the good of your new G-ACK!" Silenced by a strand of webbing splattering against his face, Jedah pulled wildly at the substance that minutes ago he could shred with ease, but he realized too late that the webbing was to be used for something much, much worse than just to distract him.

Pulling on the strand of webbing, Ben yanked Jedah towards him with the buzzsaws still suspended between them, dragging the demon through them and drawing forth more of his cursed blood as he was slammed against the floor in a heap. With his body reassembling itself, Jedah managed to break free from the webbing and bared his teeth in rage...but before he could say anything, his mouth was once again sealed by a spray of web fluid.

Then Ben fired another ball of web, and then many more until Jedah became completely encased in it. "Your body can turn into a liquid and reassemble itself at will...so basically you're indestructible," Ben growled before lifting his outstretched hand, his mask hiding the rage in his eyes. Giving Jedah some last words to mull over, Ben finished speaking before closing his hand. "In that case, I can do this without having your death on my conscience, no matter how much you sicken me."

*CRUNCH*

Compacting the webbing using his newfound abilities, Ben watched the cocoon of Jedah crush into a clump the size of a basketball, all the while keeping the web air-tight so that not a drop of him could escape. He waited a few seconds to something to happen, not forgetting even with his new power how powerful Jedah was during their exchange and he might still have some horrible trick up his sleeve. When nothing did, Ben turned away from the ball and towards the screaming fetus.

"Don't think I've forgotten about you, kiddo," Ben said as he picked up the umbilical cord lying across the bridge, watching the baby scream louder as his glowing hand caused it to sizzle. Focusing all of his energy into his hands, Ben waited for them to shine brighter than stars before dropping the umbilical cord and focusing his energy into a devastating beam of power that he fired directly at the creature's head. Though the screams intensified to a point where even Ben with his new strength could ignore them, eventually the screams ceased as the baby exploded in a shower of sparks and flesh. "Look at the bright side: I'm saving you the agony of puberty!"

The sound of the explosion echoed throughout the Majigen, and a strange silence came over the room as the light radiating from Ben slowly faded, and the gaping hole in his chest once again started to bleed, as well as the only holes that Jedah had pierced during their battle. Falling down onto one knee, Ben allowed himself a smile as he savored his victory. Even though it would appear that he would not be able to tell Peter the great job he did, he had fulfilled what he set out to do, and that was save someone who needed him. But instead of falling to the ground once he lost his balance, Ben instead fell into the waiting arms of the lavender-haired succubus who called out his name.

"You saved me," Lilith said with a gorgeous smile that warmed Ben's heart even as it was starting to breathe its last. Pulling off his mask to reveal her savior's smiling face, the succubus placed her hand on his cheek and tried to hold back tears. "I thought I was done for...I thought no one would be able to hear me cry for help, but then-"

"It's what I do, kid," Ben replied before wincing in pain. "B-but...somehow I think victory celebrations are out of the question..."

"...there is something I can do," Lilith wiped a tear from her cheek before continuing. "Because I'm a succubus, I have the power to take souls and put them inside me. In exchange for life energy, I can put the soul into eternal bliss: it's a vow we make to every soul we take, that we'll never be apart."

"...sounds corny," Ben deadpanned.

"PLEASE," Lilith suddenly blurted out as the room started to vibrate, threatening to come apart now that its guardians were no longer able to maintain it. "I don't want to lose you again! I need you so badly! I want to be with you forever and ever! If I don't do this then-"

"Joking," Ben interrupted with a pained whisper. Feeling his body grow cold, the Scarlet Spider mustered up the last of his strength to stay alive just long enough for the succubus to do what she wanted to do. "So, how does this work?"

"...like this."

* * *

"Wake up, Lilith."

"Nnnngh..."

Opening her eyes, Lilith realized that she was no longer in the Majigen, but a bed...in fact HER bed. Quickly sitting up, Lilith looked down and her eyes widened in shock when she noticed that her body had become significantly smaller...or rather, returned to her default childish state. Turning her head to see Morrigan propping her hand against her head, a wave of confusion washed over Lilith. "Big sister...what happened? How did I get here?"

"My guess? You were tired and fell asleep," Morrigan said with a smile before reaching out and ruffling Lilith's short hair. "But you had the cutest face while you were dreaming, like you were kissing someone real deep. Was he handsome?"

_...it was a dream, _Lilith thought dejectedly.

"We have tickets to that visual kei concert you were raving about all week. I'm sure we could figure out a way to get us backstage to meet with the band," the green-haired older succubus said with a smirk before standing up and walking out of the bedroom. "Hurry up and get ready, and try not to get too enamored with the band members when we get there. The last time I took you to one of those concerts, you got too attached and that poor band lost its drummer..."

As Morrigan walked out of the room, Lilith felt something soft against her hand underneath the covers. Pulling her hand free, the young succubus' eyes widened as she instantly recognized what she had been holding while she slept: a familiar red mask with large white eyes. How did this get into her bed if it was all a dream? Did Morrigan put it there to tease her?

_"'Lost a drummer,' huh? Maybe if I look hard enough, I can ask him for lessons."_

"...Ben," Lilith whispered with a smile as she recognized the friendly voice within her soul.


End file.
